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HTZ > SEC Filings for HTZ > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for HERTZ GLOBAL HOLDINGS INC

Form 8-K for HERTZ GLOBAL HOLDINGS INC


14-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submis


ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR

On May 14, 2014, the stockholders of Hertz Global Holdings, Inc. ("Hertz Holdings") approved an amendment to Hertz Holdings' Amended and Restated Certificate of Incorporation (the "Certificate") to provide for the annual election of directors of Hertz Holdings. To give effect to this amendment, on May 14, 2014, Hertz Holdings filed a certificate of amendment (the "Certificate of Amendment") to the Certificate with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

On May 14, 2014, the Board of Directors of Hertz Holdings approved amendments to the By-Laws of Hertz Holdings (the "By-Laws") in order to make conforming changes to provide for the annual election of directors of Hertz Holdings. A copy of the By-Laws is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.



Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) On May 14, 2014, Hertz Holdings held its 2014 Annual Meeting of Stockholders (the "Annual Meeting").

(b) The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

(i) The following directors were elected at the Annual Meeting and the voting for each director was as follows:

Nominee                 For        Against      Abstain    Broker Non-Votes
Michael J. Durham   293,145,335   61,746,882     344,637         37,536,408
Mark P. Frissora    326,018,550   27,549,206   1,669,098         37,536,408
Henry C. Wolf       334,579,166   20,313,876     343,812         37,536,408

(ii) The advisory vote on executive compensation was approved by the following vote:

                                  For          Against        Abstain      Broker Non-Votes
Advisory Vote on Executive
Compensation                  342,971,299     10,216,316      2,049,239          37,536,408

(iii) The Amendment to the Certificate to provide for the annual election of directors was approved by the following vote:

                                  For          Against        Abstain      Broker Non-Votes
Amendment to provide for
the Annual Election of
Directors                     351,635,207      1,765,294      1,836,353          37,536,408


(iv) The potential amendment to the Certificate to effect a reverse stock split and authorize Hertz Holdings' Board of Directors to select the ratio of the reverse stock split as set forth in the amendment was not approved by the following vote:

                                               For          Against        Abstain
Amendment to Effect a Reverse Stock
Split of Hertz Holdings                    185,955,634    203,206,845      3,610,783

(v) PricewaterhouseCoopers LLP was ratified as Hertz Holdings' independent registered public accounting firm for the year 2014 by the following vote:

For Against Abstain Ratification of PricewaterhouseCoopers LLP 387,947,635 4,322,639 502,988



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. The following Exhibits are filed herewith as part of this report:

Exhibit                                  Description

3.1        Certificate of Amendment to the Amended and Restated Certificate of
           Incorporation of Hertz Global Holdings, Inc., effective as of May 14,
           2014.
3.2        By-Laws, effective as of May 14, 2014.


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